HAWAIIAN HOLDINGS INC - Quarter Report: 2010 September (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2010

 

or

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from       to      

 

Commission file number 1-31443

 

HAWAIIAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		71-0879698
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
3375 Koapaka Street, Suite G-350
Honolulu, HI		96819
(Address of Principal Executive Offices)		(Zip Code)

 

(808) 835-3700

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the past 12 months (or for such shorter period that the registrant was required to submit and post such files).  o Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o		Accelerated filer x
Non-accelerated filer o		Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes x No

 

As of October 15, 2010, 49,896,137 shares of the registrant’s common stock were outstanding.

 

 

Table of Contents

 

Hawaiian Holdings, Inc.

Form 10-Q

Quarterly Period ended September 30, 2010

 

Table of Contents

 

Part I.	Financial Information	3
Item 1.	Financial Statements of Hawaiian Holdings, Inc. (Unaudited)	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009	3
	Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	23
Part II.	Other Information	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	25

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1.                    FINANCIAL STATEMENTS.

 

Hawaiian Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2010			2009			2010			2009
		(unaudited)
Operating Revenue:
Passenger		$	310,044		$	269,199		$	851,147		$	779,983
Cargo		23,005			16,346			61,860			46,403
Other		18,980			20,082			53,286			59,868
Total		352,029			305,627			966,293			886,254
Operating Expenses:
Aircraft fuel, including taxes and oil		84,410			68,427			233,326			173,287
Wages and benefits		73,747			68,399			219,827			202,636
Aircraft rent		29,824			25,603			81,066			77,837
Maintenance materials and repairs		30,157			37,111			95,570			94,091
Aircraft and passenger servicing		16,497			15,340			44,690			44,570
Commissions and other selling		20,140			15,112			59,930			48,827
Depreciation and amortization		14,452			13,408			42,836			39,185
Other rentals and landing fees		15,310			12,074			41,692			38,327
Other		28,214			26,427			78,502			76,119
Total		312,751			281,901			897,439			794,879
Operating Income		39,278			23,726			68,854			91,375
Nonoperating Income (Expense):
Interest and amortization of debt discounts and issuance costs		(1,934		)	(5,140		)	(11,909		)	(15,160		)
Interest income		399			1,203			3,137			3,666
Sale of long-term investments		1,168			555			1,168			2,226
Gains (losses) on fuel derivatives		2,111			(3,310		)	(3,361		)	1,813
Other, net		1,138			(64		)	551			(14		)
Total		2,882			(6,756		)	(10,414		)	(7,469		)
Income Before Income Taxes		42,160			16,970			58,440			83,906
Income tax expense (benefit)		11,693			(13,700		)	18,764			2,209
Net Income		$	30,467		$	30,670		$	39,676		$	81,697
Net Income Per Common Stock Share:
Basic		$	0.60		$	0.60		$	0.77		$	1.58
Diluted		$	0.59		$	0.58		$	0.75		$	1.57

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

Consolidated Balance Sheets

(in thousands)

 

		September 30,			December 31,
		2010			2009
		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	315,515		$	300,738
Restricted cash		33,652			25,731
Short-term investments		—			1,040
Total cash, restricted cash and short-term investments		349,167			327,509
Accounts receivable, net of allowance for doubtful accounts of $776 as of September 30, 2010 and $693 as of December 31, 2009		41,352			50,156
Spare parts and supplies, net		19,149			18,282
Deferred tax assets, net		20,917			20,917
Prepaid expenses and other		24,801			24,796
Total		455,386			441,660
Property and equipment, less accumulated depreciation and amortization of $137,871 as of September 30, 2010 and $108,548 as of December 31, 2009		377,777			318,884
Other Assets:
Long-term prepayments and other		37,599			35,469
Long-term investments		—			29,921
Deferred tax assets, net		4,083			4,083
Intangible assets, net of accumulated amortization of $125,070 as of September 30, 2010 and $107,464 as of December 31, 2009		74,601			92,206
Goodwill		106,663			106,663
Total Assets		$	1,056,109		$	1,028,886
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	56,365		$	49,509
Air traffic liability		256,034			210,948
Other accrued liabilities		61,130			61,349
Current maturities of long-term debt and capital lease obligations		92,778			62,438
Total		466,307			384,244
Long-Term Debt and Capital Lease Obligations		120,846			190,335
Other Liabilities and Deferred Credits:
Accumulated pension and other postretirement benefit obligations		205,586			231,000
Other liabilities and deferred credits		56,052			47,218
Total		261,638			278,218
Commitments and Contingent Liabilities
Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at September 30, 2010 and December 31, 2009		—			—
Common stock, $0.01 par value per share, 51,966,351 shares issued and 49,896,137 shares outstanding as of September 30, 2010; 51,680,904 shares issued and 51,479,253 outstanding as of December 31, 2009		519			516
Capital in excess of par value		243,044			240,608
Treasury stock, at cost, 2,070,214 shares and 201,651 shares, at September 30, 2010 and December 31, 2009		(10,752		)	(754		)
Accumulated earnings (deficit)		6,852			(32,824		)
Accumulated other comprehensive loss		(32,345		)	(31,457		)
Total		207,318			176,089
Total Liabilities and Shareholders’ Equity		$	1,056,109		$	1,028,886

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

		Nine Months Ended
		September 30,
		2010			2009
		(unaudited)
Net cash provided by Operating Activities		$	102,863		$	111,651
Cash flows from Investing Activities:
Additions to property and equipment, including pre-delivery payments		(89,050		)	(21,490		)
Purchases of short-term investments		(76,485		)	(41,056		)
Sales of short and long-term investments		108,273			31,578
Net cash used in investing activities		(57,262		)	(30,968		)
Cash flows from Financing Activities:
Forward sale of miles		—			24,086
Proceeds from exercise of stock options		167			251
Treasury stock repurchase		(9,998		)	(754		)
Repayments of short and long-term debt and capital lease obligations		(20,993		)	(19,978		)
Net cash provided by (used in) financing activities		(30,824		)	3,605
Net increase in cash and cash equivalents		14,777			84,288
Cash and cash equivalents - Beginning of Period		300,738			203,872
Cash and cash equivalents - End of Period		$	315,515		$	288,160

 

See accompanying Notes to Consolidated Financial Statements.

 

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Hawaiian Holdings, Inc.

 

Notes to Consolidated Financial Statements (Unaudited)

 

1. Summary of Significant Accounting Policies

 

Business and Basis of Presentation

 

The accompanying unaudited financial statements of Hawaiian Holdings, Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC).  Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented.  Due to seasonal fluctuations common to the airline industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 

Frequent flyer program

 

HawaiianMiles, the Company’s frequent flyer travel award program provides a variety of awards to program members based on accumulated mileage. The Company utilizes the incremental cost method of accounting for free travel awards issued from the HawaiianMiles program.  The Company records a liability for the estimated incremental cost of providing travel awards that are expected to be redeemed on Hawaiian Airlines, Inc. or the contractual rate of expected redemption on partner airlines.  The Company estimates the incremental cost of travel awards based on periodic studies of actual costs and applies these cost estimates to all issued miles, less an appropriate breakage factor for estimated miles that will not be redeemed.  Incremental cost includes the costs of fuel, meals and beverages, insurance and certain other passenger traffic-related costs, but does not include any costs for aircraft ownership and maintenance.  The breakage factor is estimated based on an analysis of historical data on actual expirations.

 

During the quarter ended March 31, 2010, the Company changed its estimate used to compute the fuel component of the incremental cost of providing travel awards to a 12-month forward average price to better reflect the anticipated cost of fuel in the calculation.  Prior to this change, the cost of fuel was calculated based on an average of the 12-month historical cost and 12-month forward price.  The impact of recording this change in estimate for the three and nine months ended September 30, 2010 was an increase to expenses of $0.1 million and $0.6 million, respectively.

 

Recently issued accounting pronouncements

 

In October 2009, the Emerging Issues Task Force of the Financial Accounting Standards Board (FASB), or EITF, reached a final consensus on Issue 08-01, Revenue Arrangements with Multiple Deliverables, which will update Accounting Standards Codification (ASC) Topic 605, Revenue Recognition, and changes the accounting for certain revenue arrangements.  The new requirements change the allocation methods used in determining how to account for multiple payment streams and will result in the ability to separately account for more deliverables, and potentially less revenue deferrals.  Additionally, Issue 08-01 will require enhanced disclosures in the financial statements.  This accounting standard is effective for new revenue arrangements entered into by the Company after January 1, 2011 and is not expected to apply to many of the Company’s significant multiple element arrangements, until new contracts are executed in future periods.  As a result, the Company does not anticipate the adoption of Issue 08-01 to have a significant impact on its consolidated financial statements upon its initial adoption.

 

2. Earnings Per Share

 

On July 1, 2010, the Executive Committee of the Company’s Board of Directors approved a stock repurchase program (Program) under which the Company could purchase up to $10 million of our outstanding common stock.  Stock purchases under the Program could be made through the open market, established plans or through privately negotiated transactions, as market conditions permitted.  As of September 30, 2010, the stock repurchase program is substantially complete; the Company has repurchased an aggregate of 1,868,563 shares at an aggregate cost of $10.0 million.

 

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  Diluted earnings per share uses the treasury stock method for in-the-money stock options, deferred stock, warrants and restricted stock.

 

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		Three Months ended September 30,						Nine Months ended September 30,
		2010			2009			2010			2009
		(in thousands, except for per share data)
Denominator:
Weighted average common stock shares outstanding - Basic		50,952			51,437			51,580			51,595
Assumed exercise of stock awards and warrants		709			1,327			1,094			600
Weighted average common stock shares outstanding - Diluted		51,661			52,764			52,674			52,195
Net income per common stock share:
Basic		$	0.60		$	0.60		$	0.77		$	1.58
Diluted		$	0.59		$	0.58		$	0.75		$	1.57

 

The table below approximates those shares excluded from the computation of diluted earnings per share because the awards were antidilutive.

 

		Three Months ended September 30,				Nine Months ended September 30,
		2010		2009		2010		2009
		(in thousands)
Stock options		468		74		208		1,339
Deferred stock		282		—		94		—
Restricted stock		717		172		333		1,372
Warrants (1)		—		5,974		1,991		5,974

 

(1)           Substantially all of the warrants expired unexercised on June 1, 2010.

 

3.  Fair Value Measurements

 

ASC Topic 820, “Fair Value Measurements” (ASC 820) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and

 

Level 3 — Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

 

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The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2010 and December 31, 2009:

 

 

		Fair Value Measurements as of September 30, 2010
		Total			Level 1			Level 2			Level 3
		(in thousands)
Cash equivalents:
Money market securities		$	138,916		$	138,916		$	—		$	—
U.S. treasury bills		80,404			—			80,404			—
U.S. government-sponsored enterprise notes		36,800			—			36,800			—
Fuel derivative contracts*:
Crude oil caps		2,732			—			2,732			—
Crude oil collars		659			—			659			—
Total assets measured at fair value		$	259,511		$	138,916		$	120,595		$	—
Fuel derivative contracts*
Crude oil collars		$	471		$	—		$	471		$	—
Total liabilities measured at fair value		$	471		$	—		$	471		$	—

 

 

		Fair Value Measurements as of December 31, 2009
		Total			Level 1			Level 2			Level 3
		(in thousands)
Cash equivalents		$	290,593		$	290,593		$	—		$	—
Short-term investments:
U.S. government-sponsored enterprise notes		1,040			—			1,040			—
Fuel derivative contracts*:
Crude oil caps		2,503			—			2,503			—
Crude oil collars		1,061			—			1,061			—
Long-term investments		29,921			—			—			29,921
Total assets measured at fair value		$	325,118		$	290,593		$	4,604		$	29,921

 

* As of September 30, 2010, the fuel derivative contract assets and liabilities of $3.4 million and $0.5 million, respectively, are reported net, in prepaid expenses and other assets in the unaudited Consolidated Balance Sheets.  As of December 31, 2009, the fuel derivative contract assets of $3.6 million are reported in prepaid expenses and other assets in the unaudited Consolidated Balance Sheets.

 

Cash equivalents and short-term investments.  The Company’s cash equivalents consist of money market securities, U.S. treasury bills and U.S. government-sponsored enterprise notes.  The money market securities are classified as Level 1 investments and are valued using inputs observable in markets for identical securities.  The U.S. treasury bills and U.S. government-sponsored enterprise notes with contractual maturities less than three months are classified as Level 2 investments and valued using inputs observable in active markets for similar securities.

 

Long-term investments.  During the quarter ended September 30, 2010, the Company sold all of its remaining auction rate securities for $26.7 million and recognized a pre-tax gain of approximately $1 million through nonoperating income (expense).

 

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The reconciliation of the Company’s assets measured at fair value on a recurring basis using unobservable inputs (Level 3) for the three and nine months ended September 30, 2010 is as follows:

 

 

 

Fuel derivative contracts.  The Company’s fuel derivative contracts consist of crude oil caps (or call options) and synthetic collars (a combination of call options and put options of crude oil and/or heating oil) which are not traded on a public exchange. The fair value of these instruments is determined based on inputs available from public markets; therefore, they are classified as Level 2 in the fair value hierarchy.

 

Goodwill and intangible assets.  The Company performs its annual assessment of impairment on goodwill and intangible assets under the framework of ASC 820 on each October 1st.  Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables.  At September 30, 2010 there were no indicators of impairment that would have required an updated assessment of recorded values.

 

4.  Financial Instruments and Risk Management

 

Financial Instruments

 

All investments are classified as available-for-sale and stated at fair value.  Investments as of September 30, 2010 and December 31, 2009 recorded at fair value consisted of:

 

		September 30, 2010			December 31, 2009
		(in thousands)
Auction rate securities		$	—		$	29,921
U.S. government-sponsored enterprise notes		—			1,040
U.S. treasury bills		—			—
		$	—		$	30,961

 

Gross unrealized gains and losses for all U.S. government-sponsored enterprise notes and U.S. treasury bills were not material.

 

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The fair value of the Company’s debt (excluding obligations under capital leases) with a carrying value of $170.4 million and $208.4 million at September 30, 2010 and December 31, 2009, respectively, was approximately $165.5 million and $191.4 million. These estimates were based on the discounted amount of future cash flows using the Company’s estimated current incremental rate of borrowing as comparable market prices were not available.

 

The carrying amounts of cash and cash equivalents, restricted cash, other receivables and accounts payable approximate their fair value due to their short-term nature.

 

Fuel Risk Management

 

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel.  To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically enters into derivative financial instruments such as crude oil caps (or call options) and collars (a combination of call options and put options).  During the three and nine months ended September 30, 2010, the Company primarily used crude oil caps (call options) and collars (combinations of call options and put options) to hedge its aircraft fuel expense.  As of September 30, 2010, the Company had outstanding fuel derivative contracts covering 47 million gallons of jet fuel that will be settled over the next 12 months.  These derivative instruments were not designated as hedges under ASC Topic 815, “Derivatives and Hedging” (ASC 815) for hedge accounting treatment.  As a result, any changes in fair value of these derivative instruments are adjusted through other nonoperating income (expense) in the period of change.

 

The following table shows the amount and location of realized and unrealized gains and losses that were recognized during the three and nine months ended September 30, 2010 and 2009, where those gains and losses were recorded in the unaudited Consolidated Statements of Operations.

 

Derivatives Not Designated as Hedging Instruments		Three months ended September 30,						Nine months ended September 30,
Under ASC 815		2010			2009			2010			2009
		(in thousands)
Gains (losses) on fuel derivative recorded in Nonoperating income (expense):
Mark-to-market gains (losses) on undesignated fuel hedges:
Realized gain (losses):
Gains (losses) realized at settlement		$	(1,167	)	$	682		(3,151		)	$	(10,494	)
Reversal of prior period unrealized amounts		1,323			(2,210		)	(230		)	11,646
Unrealized gains (losses) on contracts that will settle in future periods		1,955			(1,782		)	20			661
Gains (losses) on fuel derivatives recorded as Nonoperating income (expense)		$	2,111		$	(3,310	)	$	(3,361	)	$	1,813

 

ASC 815 requires a reporting entity to elect a policy of whether to offset rights to reclaim cash collateral or obligations to return cash collateral against derivative assets and liabilities executed with the same counterparty, or present such amounts on a gross basis.  The Company’s accounting policy is to present its derivative assets and liabilities on a net basis including the collateral posted with the counterparty.  No cash collateral was posted with counterparties at September 30, 2010.

 

The following table presents the fair value of the asset and liability derivatives that are not designated as hedging instruments under ASC 815 as well as the location of the asset and liability balances within the unaudited Consolidated Balance Sheets.

 

Derivatives not designated as

Fair Value of Derivatives

hedging instruments under

Balance Sheet

Assets as of

Liabilities as of

ASC 815

Location

September 30, 2010

December 31, 2009

September 30, 2010

December 31, 2009

(in thousands)

Fuel derivative contracts

Prepaid expenses and other

$

3,391

$

3,655

$

471

$

91

 

As of September 30, 2010 and December 31, 2009, there were no fuel derivative contracts designated as hedging instruments under ASC 815.

 

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5.  Debt

 

Common Stock Warrants

 

On June 1, 2005, the Company entered into a Note Purchase Agreement with RC Aviation LLC (RC Aviation) pursuant to which RC Aviation and its members purchased from the Company, Series A Subordinated Convertible Notes due June 1, 2010 and Series B Subordinated Convertible Notes due June 1, 2010 (collectively, the Notes), in the aggregate principal amount of $60 million.  In connection with the issuance of the Notes, on June 2, 2005, RC Aviation received a warrant to purchase shares of the Company’s newly designed Series E Preferred Stock (RC Aviation Warrant I).  On July 8, 2005, the RC Aviation Warrant I was automatically exchanged for a warrant to purchase up to 10% of the diluted shares of the Company’s common stock (6,855,685 shares) at an exercise price of $7.20 per share, subject to adjustment as provided therein (RC Aviation Warrant II).  The Company repurchased an aggregate of approximately $5 million, $1.9 million and $0.8 million in principal amount of the Notes at their face amount, plus accrued interest, on October 19, 2005, November 23, 2005 and November 25, 2005, respectively, and a corresponding portion of the RC Aviation Warrant II.  After giving effect to the RC Aviation Warrant II repurchases in connection with the Note repurchases, the RC Aviation Warrant II was exercisable for 5,973,384 shares of the Company’s common stock.  In May 2006, RC Aviation distributed the RC Aviation Warrant II to its members (as distributed, the Common Stock Warrants).  All unexercised Common Stock Warrants, exercisable for an aggregate of 5,972,384 shares of the Company’s common stock, expired on June 1, 2010.

 

Other

 

During 2009, the Company reached an agreement with its co-branded credit card partner to extend its co-branded credit card agreement and recorded an advance purchase of mileage credits as debt. During the nine months ended September 30, 2010, the Company settled its outstanding debt balance of $20 million in a non-cash transaction by issuance of HawaiianMiles to the co-branded credit card partner.  There is no outstanding balance as of September 30, 2010.

 

Term A and B Credit Facilities

 

At September 30, 2010, Hawaiian, as borrower, has credit agreements with the Company, as guarantor, for two term loans (Term A and Term B Credit Facilities) with current outstanding balances.  The Term A Credit Facility has a $17.5 million outstanding balance due December 2010 and the Term B Credit Facility has a $57.7 million outstanding balance due March 2011.  The Company is currently in discussions with several financial institutions for a new credit agreement which is expected to be finalized in the fourth quarter of 2010 in order to refinance these expiring credit facilities.

 

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6. Employee Benefit Plans

 

The components of net periodic benefit cost for the Company’s defined benefit and other postretirement plans for the three and nine months ended September 30, 2010 and 2009 included the following:

 

Components of Net Periodic		Three months ended September 30,						Nine months ended September 30,
Benefit Cost		2010			2009			2010			2009
		(in thousands)
Service cost		$	2,174		$	1,756		$	6,873		$	5,409
Interest cost		6,262			5,946			18,914			17,878
Expected return on plan assets		(4,159		)	(3,121		)	(12,472		)	(9,379		)
Recognized net actuarial loss		105			139			310			326
Net periodic benefit cost		$	4,382		$	4,720		$	13,625		$	14,234

 

The Company made contributions of $12.2 million and $37.5 million during the three and nine months ended September 30, 2010, respectively, to its defined benefit pension and disability plans which satisfied its 2009 plan year contributions and included $5.3 million of discretionary contributions to its defined benefit plans.

 

In March of 2010, the President signed into law comprehensive health care reform legislation under the Patient Protection and Affordable Care Act (HR 3590) and the Health Care Education and Affordability Reconciliation Act (HR 4872) and, together with HR 3590, the Acts.  The Company reviewed the impact of the Acts on its deferred tax assets.  Although the elimination of the tax advantage does not take effect until 2013 under the Acts, the Company is required to review the full accounting impact on its financial statements in the period in which the Acts are signed.  The Acts resulted in the elimination of deferred tax assets and its corresponding valuation allowance of $1.5 million during the quarter ended March 31, 2010 as a result of the changes in tax laws.  The changes in tax laws did not have any significant effect on the Company’s income tax provision during the nine months ended September 30, 2010.

 

The Acts also contain provisions which could impact the Company’s accounting for retiree medical benefits in future periods.  However, the extent of that impact, if any, cannot be determined until regulations are promulgated under the Acts and additional interpretations of the Acts become available.  Elements of the Acts, the impact of which are currently not determinable, include the excise taxes for health insurance plans with annual premiums in excess of certain thresholds.  The Company will continue to assess the accounting implications of the Acts as related regulations and interpretations of the Acts become available.  Based on the analysis to date of the provisions in the Acts, the impact of which are reasonably determinable, re-measurement of the Company’s other postretirement plan obligations is not required at this time.  In addition, the Company may consider plan amendments in future periods that may have accounting implications.

 

7. Income Taxes

 

The Company recorded income tax expense of $11.7 million and $18.8 million for the three and nine months ended September 30, 2010, respectively.  The tax expense differed from the statutory rate due to the related impact that permanent tax differences have on the Company’s full year 2010 financial projections and the impact of third quarter discrete items explained below.

 

Cash payments for federal and state income taxes were $6.9 million and $9.5 million during the three and nine months ended September 30, 2010, respectively, and $23 million during the nine months ended September 30, 2009.  No payments were made during the three months ended September 30, 2009.

 

During the quarter ended September 30, 2010, the Company released approximately $5.7 million of its uncertain tax positions due to the expiration of applicable statute of limitations on certain tax positions which was recorded as an offset to income tax expense, and also released $2.5 million, pre-tax, in accrued interest which was recorded as a reduction to interest expense.  The remaining uncertain tax position balance at September 30, 2010 is approximately $3 million, plus applicable interest amounts.

 

At December 31, 2009, the Company partially released $25 million of its valuation allowance.  If the Company’s operations continue at current levels and it gains additional positive earnings history, future reversals of its valuation allowance may occur.  The Company reviews its tax valuation allowance on an annual basis or as events occur that may impact its position.

 

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8. Comprehensive Income

 

The components of comprehensive income included the following:

 

		Three months ended						Nine months ended
		September 30,						September 30,
		2010			2009			2010			2009
		(in thousands)
Net income		$	30,467		$	30,670		$	39,676		$	81,697
Other comprehensive income (loss):
Change in realized and unrealized net gains (losses) on derivative instruments and short and long-term investments		563			(1,316		)	(1,186		)	1,305
Amortization of net actuarial losses on employee benefit plans		105			203			298			551
Total comprehensive income		$	31,135		$	29,557		$	38,788		$	83,553

 

9. Commitments and Contingent Liabilities

 

Commitments

 

On March 3, 2010, the Company entered into an Amendment to the Airbus A330/A350XB Purchase Agreement (the Amendment).  Under the Amendment, the Company exercised its option to purchase one additional A330-200 aircraft, which is scheduled to be delivered in the second quarter of 2011.  During the quarter ended September 30, 2010, the Company accelerated the delivery date of one of its Airbus A330-200 aircraft orders from May 2013 to October 2011 and also accelerated its predelivery payments for this aircraft.  The Company continues to retain its purchase rights with respect to five other A330-200 aircraft and six A350XWB-800 aircraft.  In addition, in an effort to optimize the utilization of its current fleet so that the termination of its Boeing 767 fleet coincides with the delivery dates of the incoming Airbus A330-200 aircraft, during the first quarter of 2010, the Company executed an amendment to extend the lease term for one of its Boeing 767 aircraft by approximately one year from September 2010 to October 2011.

 

As of September 30, 2010, the Company’s firm aircraft orders consisted of seven wide-body Airbus A330-200 aircraft, six Airbus A350XWB-800 aircraft and three Rolls Royce spare engines scheduled for delivery through 2020.  Upon induction of two new Airbus A330-200 into operations in the quarter-ended June 30, 2010, the Company began payments for a new maintenance services contract executed in first quarter of 2010.  Committed expenditures for these aircraft and related flight equipment, including pre-delivery deposits, maintenance services including fixed payments as well as variable payments based on the minimum number of committed flight hours, and commitments to its third-party service providers for reservations, IT and accounting services approximate $25 million for the remaining three months of 2010, $203 million in 2011, $197 million in 2012, $155 million in 2013 and $84 million in 2014.

 

The Company is currently evaluating its financing options to complete the purchase of these aircraft, aircraft related costs, and payment of its current debt obligations.  As of September 30, 2010, the Company had a $25 million revolving line of credit under its Term A facility, with no outstanding borrowings and $19.8 million available (net of various letters of credits held as reserve).

 

Leases

 

During the quarter ended June 30, 2010, the Company took delivery of two Airbus A330-200 aircraft under ten year operating lease agreements executed in 2008.  There were no new aircraft delivered in the quarter ended September 30, 2010.

 

Litigation and Contingencies

 

The Company is subject to various legal proceedings arising in the normal course of its operations.  Management does not anticipate that the disposition of such proceedings will have a material effect upon the Company’s financial statements except as noted below.

 

Los Angeles Airport Operating Terminal

 

In December 1985, Hawaiian entered into an agreement with other airlines (as amended in September 1989) for the sharing of costs, expenses and certain liabilities related to the acquisition, construction and renovation of certain passenger terminal facilities at the Los Angeles International Airport (Facilities).  Current tenants and participating members of LAX Two Corporation (the Corporation), a mutual benefit corporation, were obligated to pay their share of lease payments to service the Facilities Sublease Revenue Bonds (Bonds) issued to finance the acquisition, construction and renovation of the Facilities which totaled $111.9 million at completion.  The Corporation leased the Facilities from the Los Angeles World Airports (LAWA) under an agreement accounted for as an operating lease.  In addition, the Corporation was also obligated to make annual payments to the city of Los Angeles for charges related to its terminal ground rental.

 

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In 2008, litigation between the Corporation and LAWA ensued as a result of LAWA’s attempt to defease the Bonds and terminate the Corporation’s long-term Facilities lease. A settlement was negotiated between the parties in early 2010 under which LAWA would, inter alia, pay the Corporation approximately $29 million and enter into separate leases with the Corporation’s surviving members, including the Company, in exchange for the right to defease the Bonds and terminate the Facilities lease.  On July 1, 2010, the settlement closed and the Company received approximately $9 million, and entered into a separate 8 year lease agreement with LAWA.  The $9 million is considered a lease incentive which is being deferred and amortized over the term of the new lease agreement on a straight-line basis.

 

General Guarantees and Indemnifications

 

The Company is the lessee under certain real estate leases. It is common in such commercial lease transactions for the lessee to agree to indemnify the lessor and other related third parties for tort liabilities that arise out of or relate to lessee’s use or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to its use of the leased premises. The Company expects that it is covered by insurance (subject to deductibles) for most tort liabilities and related indemnities described above with respect to real estate that it leases.  The Company cannot estimate the potential amount of future payments, if any, under the foregoing indemnities and agreements.

 

Credit Card Holdback

 

Under its credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur.  These holdbacks, which are included in restricted cash in the Company’s unaudited Consolidated Balance Sheets, totaled $33.7 million at September 30, 2010.  The funds are interest-bearing and are subsequently made available to the Company when air travel is provided.  The agreement with its largest credit card processor also contains financial triggers which are based on, among other things, the amount of unrestricted cash and short-term investments, the level of debt service coverage and operating income measured quarterly on a trailing 12-month basis.  Under the terms of the credit card agreement, the level of credit card holdback is subject to adjustment based on actual performance relative to these specific financial triggers.

 

Effective July 1, 2010, the Company amended its agreement with its largest credit card processor.  As a result of this amendment and the Company’s performance relative to the applicable financial triggers for the quarter ended September 30, 2010, the Company expects the holdback to decrease to zero and the related restricted cash balance of $28.4 million to be recovered in October 2010.  At September 30, 2010, the holdback was 25% of the applicable credit card air traffic liability.  Depending on the Company’s performance relative to these financial triggers in the future, the holdback could increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash.  If the Company is unable to obtain a waiver of, or otherwise mitigate the increase in restriction of cash, it could also cause a covenant violation under other debt or lease obligations and have a material adverse impact on the Company.

 

ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance.  Such forward-looking statements include, without limitation: any expectations of operating expenses, deferred revenue, interest rates, income taxes, deferred tax assets, valuation allowance or other financial items; statements regarding factors that may affect our operating results; estimates of fair value measurements; statements related to aircraft maintenance and repair costs and deposits and timing of maintenance activities; statements related to cash flow from operations and seasonality; estimates of required funding of and contributions to our defined benefit pension and disability plan; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; statements regarding the availability of fuel; statements regarding our wages and benefits and labor costs and agreements; statements regarding training and transition costs and productivity improvements; statements regarding costs of compliance with regulations promulgated by the FAA and other regulatory agencies; statements related to airport rent rates and landing fees at airports in Hawaii; statements regarding aircraft rent expense; statements regarding our total capacity and yields on routes; statements regarding compliance with potential environmental regulations; potential dilution of our securities; statements regarding cost liability and deferred revenue estimates related to the frequent flyer program; statements related to our hedging

 

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program; statements concerning the impact of, and changes to, accounting principles, policies and estimates; statements regarding our tax valuation allowance; statements related to markets for and interest earned on auction rate securities; statements regarding credit card holdback; statements regarding the availability of financing; statements regarding our capital expenditures; potential violations under the Company’s debt or lease obligations; statements regarding our ability to comply with covenants under our financing arrangements; statements related to risk management, credit risks and air traffic liability; statements related to future U.S. and global economic conditions or performance; statements related to changes in our fleet plan and related cash outlays; statements related to expected delivery of new aircraft; statements related to potential route expansion; statements related to the effects of any litigation on our operations or business; and statements as to other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing.  Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “estimates,” variations of such words, and similar expressions are also intended to identify such forward-looking statements.  These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environment, all of which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

 

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements also include the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements, including our Annual Report on Form 10-K for the year ended December 31, 2009.  All forward-looking statements included in this document are based on information available to us as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this quarterly report.  The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

 

Overview

 

Our Company

 

Hawaiian Holdings, Inc. (the “Company,” “Holdings,” “we,” “us” and “our”) is a holding company incorporated in the State of Delaware. The Company’s primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. (“Hawaiian”).  Hawaiian was originally incorporated in January 1929 under the laws of the Territory of Hawaii and became the Company’s indirect wholly-owned subsidiary pursuant to a corporate restructuring that was consummated in August 2002.  Hawaiian became a Delaware corporation and the Company’s direct wholly-owned subsidiary concurrent with its reorganization and reacquisition by the Company in June 2005.

 

Hawaiian is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the interisland routes), between the Hawaiian Islands and certain cities in the Western United States (the transpacific routes), and between the Hawaiian Islands and the South Pacific, Australia and Asia (the South Pacific/Australia/Asia routes), collectively referred to as our Scheduled Operations.  In addition, Hawaiian also operates various charter flights.  Hawaiian is the largest airline headquartered in Hawaii and the thirteenth largest domestic airline in the United States based on revenue passenger miles reported by the Research and Innovative Technology Administration Bureau of Transportation Services as of June 30, 2010, the latest available data.  At September 30, 2010, Hawaiian’s operating fleet consisted of 15 Boeing 717-200 aircraft for its interisland routes, 18 Boeing 767-300 aircraft for its transpacific, South Pacific/Australia/Asia and charter routes and two Airbus A330-200 aircraft for its transpacific routes.  Based in Honolulu, Hawaiian had approximately 3,958 active employees as of September 30, 2010.

 

General information about us is available at http://www.hawaiianair.com/about.  Information contained on our website is not incorporated by reference into, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless expressly noted.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

 

Third Quarter Highlights

 

·                  $30.5 million in net income or $0.59 per diluted share

 

·                  Operating income of $39.3 million, compared to $23.7 million in the third quarter of 2009

 

·                  Recognized as the nation’s #1 carrier for on-time performance by the U.S. Department of Transportation’s Air Travel Consumer Report for July and August 2010.

 

·                  Accelerated the delivery date of one of its Airbus A330-200 aircraft by two years to October 2011.

 

·                  Announced a new codeshare agreement with Delta offering Delta’s customers access to connecting flights within the Hawaiian Islands.

 

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Results of Operations

 

Statistical Data (unaudited)

 

		Three Months ended September 30,						Nine Months ended September 30,
		2010			2009			2010			2009
		(in thousands, except as otherwise indicated)
Scheduled Operations:
Revenue passengers flown		2,249			2,202			6,324			6,276
Revenue passenger miles (RPM)		2,366,666			2,128,100			6,394,203			6,138,994
Available seat miles (ASM)		2,723,116			2,506,148			7,483,302			7,332,898
Passenger revenue per ASM (PRASM)		11.39		¢	10.74		¢	11.37		¢	10.64		¢
Passenger load factor (RPM/ASM)		86.9		%	84.9		%	85.4		%	83.7		%
Passenger revenue per RPM (Yield)		13.10		¢	12.65		¢	13.31		¢	12.71		¢
Total Operations:
Operating revenue per ASM		12.89		¢	12.19		¢	12.90		¢	12.08		¢
Operating cost per ASM (CASM)		11.46		¢	11.24		¢	11.98		¢	10.84		¢
Aircraft fuel expense per ASM		3.09		¢	2.73		¢	3.12		¢	2.36		¢
Revenue passengers flown		2,252			2,203			6,327			6,279
Revenue block hours operated (actual)		30,082			29,041			84,200			84,736
RPM		2,371,092			2,128,741			6,398,670			6,140,476
ASM		2,730,030			2,507,288			7,490,257			7,335,032
Gallons of jet fuel consumed		37,513			35,434			104,322			103,558
Average cost per gallon of jet fuel (actual) (a)		$	2.25		$	1.93		$	2.24		$	1.67

 

(a)      Includes applicable taxes and fees.

 

Operating Revenue

 

Operating revenue was $352.0 million and $966.3 million for the three and nine months ended September 30, 2010, respectively, a 15.2% and 9.0% increase over operating revenue of $305.6 million and $886.3 million for the same three and nine month period in 2009 driven primarily by an increase in passenger revenue.

 

Passenger Revenue

 

Passenger revenue increased $40.8 million and $71.2 million for the three and nine months ended September 30, 2010 as compared to the same three and nine month periods in 2009.  The detail of these changes in passenger revenue is described in the table below:

 

		Three months ended September 30, 2010 as compared									Nine months ended September 30, 2010 as compared
		to three months ended September 30, 2009									to nine months ended September 30, 2009
		Change in									Change in
		scheduled			Change in		Change in		Change in		scheduled			Change in		Change in		Change in
		passenger revenue			Yield		RPM		ASM		passenger revenue			Yield		RPM		ASM
		(millions)									(millions)
Transpacific		$	15.3		(2.6	)%	12.0	%	12.1	%	$	7.1		(1.2	)%	2.7	%	3.6	%
Interisland		17.7			24.6		(2.0	)	(6.9	)	47.8			20.7		(0.1	)	(7.7	)
South Pacific/Australia/Asia		7.8			10.5		17.1		0.7		16.3			5.0		19.7		0.6
Total scheduled		$	40.8		3.6	%	11.2	%	8.7	%	$	71.2		4.8	%	4.2	%	2.1	%

 

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